11 Plc, formerly known as Mobil Oil Nigeria Plc, at the weekend delisted its shares from the Nigerian Exchange (NGX) Limited, ending its 42-year listing on a regular stock exchange.The high-profile delisting shaved off more than N82 billion from the market capitalisation at the NGX.
11 had opted for voluntary delisting after its new owners pushed through shareholders delisting programme as part of restructuring of the downstream oil company.
The NGX stated at the weekend that it delisted the entire share capital of 11 from its Daily Official List in line with the approval of the shareholders of 11 to delist the petroleum company.
NIPCO Investments Limited, a wholly owned subsidiary of NIPCO Plc, had in March 2017 took over the 60 per cent majority equity stake of ExxonMobil Oil Corporation in Mobil Oil Nigeria Plc in a $301 million acquisition deal. It subsequently changed the name of the company to 11 Plc, pronounced as double one. The name change was sequel to the resolution passed by the company’s shareholders at its annual general meeting held on May 24, 2017.
ExxonMobil and Nipco had, in October 2016, executed a sale and purchase agreement (SPA) to sell the former’s majority equity stake of 60 per cent in Mobil Oil Nigeria (MON) to Nipco, an indigenous oil and gas company.
Explaining the rationales for the delisting to shareholders, 11 stated that the delisting of its shares from the NGX would enable the company to implement strategic plans that will improve the performance of the downstream oil company.
The company stated that delisting would enable it to explore strategic opportunities, alliances and collaborations that can bolster earnings and synergised benefits with little or no regulatory obligations.
According to the company, delisting will lead to greater focus and impact on the performance of its performance while it will not have any material changes on its operations, staff and board compositions.
“11 Plc will be able to focus on revenue generation, consider strategic opportunities, alliances and collaborations; and tremendously shift from regulatory, administrative, and financial reporting regulations that companies listed on the Nigerian Stock Exchange must adhere to,” 11 stated.
The company stated that while its shares would no longer be available for trading on the NSE, now NGX, upon delisting, it will continue to operate as an unlisted public company. This raises possibility of its shares being listed and traded on the NASD OTC Securities Exchange -the over-the-counter platform for trading of unlisted public companies.
The company noted that the delisting will not have any impact on the existing employment contracts of its staff as well as the composition of the board of directors.
Shareholders of 11 had at their Annual General Meeting (AGM) on October 14, last year approved a resolution to delist the entire 360.6 million ordinary shares of 50 kobo each of 11 from the NSE.
Under the delisting, shareholders, who prefer to remain with the company as unlisted public company, would continue with the company but those who indicate their dissent will be paid exit consideration. Dissenting shareholders shall be paid off. Upon the expiration of the March 01, 2021 deadline for dissent, 11 was required to set aside sufficient funds and provide evidence of funding to the Exchange, to demonstrate that it has the financial resources to settle any dissenting shareholder.
The interest of dissenting shareholders shall be bought by the company for a consideration of N213.90 per ordinary share, being the highest price at which 11 shares have traded, six months preceding the notice of the AGM at which the resolution to delist was deliberated, as provided by the rules of the NSE.
Once the transaction is approved by the Securities and Exchange Commission (SEC) and the NSE, the shares of the company shall be expunged from the daily official list of the Exchange. Furthermore, all dissenting shareholders would be settled and cease to be shareholders of 11.
The board of 11 said the delisting had taken into consideration the benefits of shareholders based on the terms and conditions of the proposed delisting.
